LOAN AGREEMENT


     THIS LOAN  AGREEMENT  ("Loan  Agreement")  is made as of December  31, 1997
between GOLF TRAINING SYSTEMS,  INC., a Delaware corporation  ("Borrower"),  and
JOHN H. LAERI, JR. and his assigns ("Lender").

                                R E C I T A L S:

         WHEREAS,  Borrower  desires to borrow the  principal sum of One Million
Dollars  ($1,000,000)  from Lender,  and Lender  desires to lend  Borrower  said
principal  sum,  on a senior  secured  basis  and  otherwise  on the  terms  and
conditions set forth hereinafter; and,

         WHEREAS,   the  financing   contemplated  by  this  Loan  Agreement  is
anticipated to be refinanced by a Five Hundred Thousand Dollar ($500,000) senior
secured  five (5) year loan to Borrower  from Lender  that is  convertible  into
shares of Borrower's  Series D Convertible  Preferred  Stock, by the issuance by
Borrower to Lender of Fifty  Thousand  (50,000)  shares of  Borrower's  Series C
Convertible  Preferred  Stock  for Ten  Dollars  ($10.00)  per  share and by the
Borrower's  issuance of a Five Year Warrant to Lender giving the holder  thereof
the right to purchase Four Million (4,000,000) shares of Borrower's common stock
for One Million Dollars ($1,000,000) ("Anticipated Permanent Financing");

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants and  agreements  hereinafter  contained,  the parties hereto do hereby
agree as follows:

                  Initial Loan  Closing.  Simultaneously  with the execution and
delivery of this Loan  Agreement,  Borrower  shall borrow the  principal  sum of
Seven  Hundred  Fifty  Thousand  Dollars  ($750,000)  from Lender (the  "Initial
Draw"),  and Lender shall lend the Initial Draw amount to Borrower.  The Initial
Draw loan shall be evidenced by the ten percent (10%) Senior Note in the maximum
principal amount of One Million Dollars ($1,000,000) in the form attached hereto
and  incorporated  herein as Exhibit A (the  "Senior  Note"),  which Senior Note
shall  be duly  executed  and  delivered  by  Borrower  simultaneously  with the
execution and delivery of this Loan Agreement.  Conditions precedent to Lender's
obligation to make the loan in the amount of the Initial Draw shall include: (a)
the employment  agreements of Wayne C. McDonald  ("McDonald")  and George P. Lee
III ("Lee") (the  "Management  Agreements")  shall have expired,  the previously
authorized but unsigned successor  agreements to the Management  Agreements with
McDonald and Lee have been rescinded (the "Successor  Unsigned  Agreements") and
Borrower shall not have any further  obligation under the Management  Agreements
or the Successor Unsigned Agreements; (b) that the holders of Borrower's Class B
Convertible  Preferred Stock shall have unanimously consented to the exchange of
their shares of Class B Convertible  Preferred  Stock for shares of newly issued
Class B-1 Convertible  Preferred Stock; (c) that the Warrant exercisable through
5:00  p.m.,  E.D.S.T.  on  June  30,  1998  in  the  form  attached  hereto  and
incorporated  herein as Exhibit B (the  "Warrant")  shall have been executed and
delivered by Borrower; and (d) the Board of Directors of the Borrower shall have
approved the transaction  contemplated by the  Anticipated  Permanent  Financing
pursuant  to which  Lender  shall  become  an  "interested  stockholder"  of the
Borrower, thereby making Section 203 of


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                                                     - 2 -

the  Delaware  General  Corporation  Law  inapplicable  to  subsequent  business
combinations involving Lender (or any affiliates of Lender) and the Borrower.

                  Subsequent  Loan  Closing;  Maturity of Term Loan. On March 1,
1998,  Borrower  shall,  if no Event of Default has occurred and if  Shareholder
Approval shall have been obtained, have the right to borrow the principal sum of
Two Hundred  Fifty  Thousand  Dollars  ($250,000)  from Lender (the  "Subsequent
Draw"), and Lender shall, if no Event of Default has occurred and if Shareholder
Approval  shall have been  obtained,  have the obligation to lend the Subsequent
Draw amount to Borrower;  provided,  however, that Lender shall not unreasonably
withhold  or  delay  funding   notwithstanding  the  failure  to  have  obtained
Shareholder Approval.  The Initial Draw and the Subsequent Draw are collectively
referred to as the "Term Loan." The Subsequent Draw loan shall also be evidenced
by the Senior Note. For purposes of this Loan Agreement,  "Shareholder Approval"
shall mean the approval by holders of the Borrower's  common stock, at a meeting
to be held as soon as practicable  after the execution and delivery of this Loan
Agreement,  of an increase in the number of authorized shares of common stock of
the Borrower to accommodate the issuances of Borrower securities contemplated by
the Anticipated Permanent Financing. Borrower hereby covenants diligently and in
good faith to seek to  obtain,  by  appropriate  proceedings,  such  Shareholder
Approval.  The Term Loan shall mature,  and all principal and accrued but unpaid
interest  under the Senior Note shall be due and payable,  on the earlier of the
following dates: (i) June 30, 1998; or (ii) the date on which Borrower  accepts,
or enters  into  documentation  with  respect to, a  Competing  Transaction  (as
defined in the Investment  Agreement of even date herewith  between Borrower and
Lender (the "Investment  Agreement"))  ("Competing Transaction Early Maturity").
Upon the  occurrence  of a  Competing  Transaction  Early  Maturity  event or if
Borrower  breaches  its  covenant  diligently  and in good  faith to  obtain  by
appropriate proceedings  Shareholders Approval,  Borrower shall pay Lender, as a
premium  for early  termination  and not as a  penalty  and in  addition  to all
outstanding principal and all accrued but unpaid interest under the Senior Note,
an  amount  equal to  twenty  percent  (20%) of the then  outstanding  principal
balance of the Senior Note.  If,  notwithstanding  Borrower's  diligent and good
faith  efforts to obtain,  by  appropriate  proceedings,  Shareholder  Approval,
Shareholder  Approval  is not  obtained  by  Borrower  prior to June  30,  1998,
Borrower shall pay Lender, not as a penalty but as additional  consideration for
the Term Loan and in addition to all  outstanding  principal and all accrued but
unpaid  interest  under the Senior Note, an amount equal to ten percent (10%) of
the then outstanding principal balance of the Senior Note.

     Representations and Warranties.  To induce Lender to agree to make the Term
Loan described in Sections 1 and 2, Borrower represents and warrants:

     Corporate Items.  Borrower is duly organized,  validly existing and in good
standing under the laws of Delaware,  is qualified to do business in Georgia and
in all other states  where it is required to do so,  except where the failure to
so qualify  would not have a material  adverse  effect on Borrower,  and has all
necessary authority to carry on its business as it is now being conducted.

     Authorization.  The execution, delivery and performance by Borrower of this
Loan  Agreement,  the Senior  Note,  the  Warrant  and the other  documents  and
instruments executed

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                                                     - 3 -

in connection  with this Loan  Agreement and the Term Loan (this Loan  Agreement
and such other documents and  instruments,  as amended,  restated,  supplemented
and/or  renewed  from  time  to  time,  are  known  collectively  as  the  "Loan
Documents")  have been duly  authorized,  will not  violate  any law,  corporate
documents of Borrower or agreement binding on Borrower and are the legal,  valid
and binding obligations of Borrower,  enforceable against Borrower in accordance
with their respective terms.

     Actions.  Except  as set  forth on  Schedule  3(c),  there  are no  actions
pending,  threatened against or affecting Borrower which could materially impair
Borrower's financial condition or its ability to conduct its businesses.

     Liens.  None  of  the  assets  of  Borrower  are  subject  to any  lien  or
encumbrance.

     Sufficient   Capital.   At  all  times  prior  to,  during  and  after  any
disbursement of the Term Loan, Borrower will have capital sufficient to carry on
its  businesses  and  transactions  as now  conducted  and  all  businesses  and
transactions  in which it is about to engage and will be solvent and able to pay
all its debts as they  mature,  and  Borrower  will own  tangible or  intangible
property  having a value,  both at fair  valuation  and at present fair saleable
value, greater than the amount required to pay all its debts; provided, however,
that Lender acknowledges that the financing  contemplated by this Loan Agreement
is anticipated to be refinanced by the Anticipated Permanent Financing.
                          
     Environmental  Matters.  To the  best  knowledge  of  Borrower,  after  due
inquiry,  Borrower's  operations  and the properties  which it owns,  leases and
operates are in compliance with all laws and orders relating to any hazardous or
dangerous  waste  or  substance,  any  pollutants,  or any  waste  disposal.  No
proceeding is pending or, to the best knowledge of Borrower,  after due inquiry,
threatened  against or affecting Borrower with respect to any such environmental
matters.

     Compliance. Borrower is in compliance with all laws, rules, regulations and
orders  applicable to it.  Except as set forth on Schedule  3(g), no default (or
event which,  with notice or passage of time, would constitute a default) exists
under any  obligation of Borrower for borrowed money or under which any property
of Borrower is encumbered,  or under any contract or agreement to which Borrower
is a party. No "reportable event" or "prohibited  transaction" as defined by the
Employment  Retirement  Income Security Act of 1974 ("ERISA") has occurred or is
continuing as to any plan of Borrower.
                           
     Liabilities.  Except as set  forth on  Schedule  3(h),  all taxes and other
liabilities  which are due from  Borrower have been paid in full and in a timely
manner.
     Affirmative  Covenants.  From this date until the Senior Note is repaid and
the Loan Documents are terminated:


<PAGE>


                                                     - 4 -

     Statements. Borrower will furnish to Lender with such financial information
as Lender may reasonably request from time to time.

     Access;  Additional  Reports.  During reasonable  business hours, or at any
time,  if an Event of Default has  occurred,  Lender  shall have the  continuing
right to review, examine, audit and make extracts from all of Borrower's records
and assets.

     Notices.  Borrower will promptly  notify Lender of any: breach of this Loan
Agreement,  any Loan  Document,  or any agreement  under which  Borrower has any
liability; environmental or labor dispute involving or affecting Borrower; claim
commenced  in which  Borrower  is named as a defendant  which could  result in a
judgment  against  Borrower in an amount in excess of Five  Thousand  and 00/100
Dollars  ($5,000.00);  reportable  event under ERISA  involving  Borrower or any
plans established or maintained by Borrower;  and material adverse change in the
business,  prospects or financial position of Borrower which affects the ability
of Borrower to repay the Term Loan.

     Environmental.  To the extent that Borrower has control of such  properties
for such matters, Borrower's operations and the properties which it owns, leases
and operates  shall be in  compliance  with all laws and orders  relating to any
hazardous  or  dangerous  waste  or  substance,  any  pollutants,  or any  waste
disposal.  No  proceeding  shall be pending or  threatened  against or affecting
Borrower with respect to any such environmental matters.  Borrower will promptly
notify the Lender upon  learning of any  noncompliance  or pending or threatened
proceeding relating to any of the matters referred to herein.

     Negative Covenants.  From this date until the Senior Note is repaid and the
Loan Documents are terminated, Borrower shall not:

     Discontinue its business,  sell a material part of its assets or liquidate,
sell,  transfer,  assign or  otherwise  dispose of any of its  assets  provided,
however,  that it may sell in the  ordinary  course of  business  and for a full
consideration  in money or money's  worth,  any product,  merchandise or service
produced, marketed or furnished by it.

     Sell,  assign,  pledge or grant a security interest in any of its assets to
any  person  other than  Lender,  or permit any lien,  encumbrance  or  security
interest to attach to any of its assets except in favor of Lender.

     Endorse, guarantee or become surety for the obligations of any person, firm
or  corporation,   except  that  Borrower  may  endorse  checks  and  negotiable
instruments for collection or deposit in the ordinary course of business.

     Make any  loans or repay any  existing  loans  made to it by its  officers,
directors or  stockholders  other than the Term Loan, or make any loans or other
advances  of credit  to, or an  equity  investment  in,  any  person or  entity;
provided, however, that Borrower may permit advances


<PAGE>


                                                     - 5 -

of as much as two (2) weeks salary to employees so long as the aggregate  amount
of such advances outstanding at any time does not exceed $5,000.

     Change  its name or  consolidate  or merge  with any other  corporation  or
acquire or purchase any equity interest in any other entity, including shares of
stock of other corporations, or acquire or purchase any assets or obligations of
any other entity without the prior written consent of Lender.

     Amend or restate or otherwise  modify its Certificate of  Incorporation  or
Bylaws without the prior written consent of Lender.

     Other than "at will"  employment  agreements  entered  into in the ordinary
course  of  business,  enter  into any  personal  service,  consulting  or other
agreement with Lee, McDonald or other executive-level personnel.

                  Collateral. All now existing and hereafter arising obligations
of Borrower to Lender (including, without limitation, the Term Note) are secured
by a first lien and security  interest in all of the assets of Borrower pursuant
to the Security Agreement (collectively the "Collateral").

                  Borrower  agrees  to  execute  or  cause  to be  executed  and
delivered to Lender all additional documentation requested by Lender to evidence
or assure the protection and perfection of the Collateral and the enforceability
against  Borrower  of  Borrower's  pledge  of  the  Collateral  to  Lender.  The
provisions of the various documents  providing or relating to the Collateral and
of the Loan  Documents  supplement  and are in  addition  to those of this  Loan
Agreement and any  inconsistent  provisions shall be interpreted in all respects
in favor of Lender.

                  Conditions to the Loans.  As conditions to Lender's making the
Initial Draw loan, at Lender's election, the following shall be satisfied:
     Supporting Documents. Borrower shall have delivered to Lender the following
documents duly and validly executed by the parties  thereto:  (i) the Term Note;
(ii) the Security Agreement in the form attached hereto and incorporated  herein
as Exhibit C (the "Security Agreement") and related financing statements in form
and substance  satisfactory  to Lender;  (iii) the Warrant;  and (iv) such other
documents reasonably requested by Lender.

     Certificates of Good Standing and Secretary's  Certificate.  Borrower shall
have  delivered  to Lender,  resolutions  of the Board of  Directors of Borrower
authorizing the borrowings and grants of security contemplated hereunder and the
execution  and  delivery by Borrower of this Loan  Agreement  and the other Loan
Documents,  all  certified  by the  Secretary  of  Borrower  or another  officer
acceptable to Lender,  with current and complete  copies of the  Certificate  of
Incorporation and By Laws of Borrower.



<PAGE>


                                                     - 6 -

     Fees and Expenses.  Borrower shall have paid to Lender all fees  associated
with the negotiation and preparation of the Loan Documents, including legal fees
not in excess of Twelve Thousand Five Hundred Dollars ($12,500).

     Other  Documents.  Borrower  shall  have  delivered  to Lender  such  other
documents and instruments as Lender may reasonably request.

     Events of Default;  Collateral  Realization.  The  occurrence of any of the
following  events  shall be an "Event of Default"  hereunder  and under the Loan
Documents:

     Borrower does not pay or repay to Lender the Term Loan when due or declared
due and payable;

     Borrower violates any other agreement contained herein, in any of the other
Loan Documents,  or in any other agreement or instrument  running to the benefit
of Lender to which Borrower is or becomes a party and such  violation  continues
for fifteen (15) days after notice from Lender of such violations;

     Any  representation  or warranty  made by Borrower  herein or in any of the
other Loan  Documents,  any writings  furnished to Lender in connection with the
Loan Agreement or in any other agreement or instrument is false when made, or if
Borrower  breaches the terms of any  covenant  contained  herein,  in any of the
other Loan Documents,  or in any agreement or instrument  running to the benefit
of the Lender to which Borrower is or becomes a party and such breach  continues
for fifteen (15) days after notice from Lender;

     Borrower makes an assignment for the benefit of creditors generally; or

     Borrower  applies for the  appointment  of a trustee or receiver for all or
part  of  its  assets  or  commence  any   proceedings   under  any  bankruptcy,
reorganization, arrangement, insolvency, dissolution or other liquidation law of
any jurisdiction;  or any such application is filed, or any such proceedings are
commenced,  against  Borrower and Borrower  indicates its  approval,  consent or
acquiescence  thereto;  or an  order  is  entered  appointing  such  trustee  or
receiver,  or  adjudicating  Borrower  bankrupt or  insolvent,  or approving the
petition in any such  proceedings,  and such order  remains in effect for thirty
(30) days.

                  The above  recitation of Events of Default  supplement and are
in addition to any defaults specified in any of the other Loan Documents.

                  If any Event of Default  occurs,  Lender may,  accelerate  the
Obligations  and any other  obligations  of Borrower to Lender and thereupon all
such obligations shall be immediately due and payable, and Lender shall have all
rights  provided  herein  or in any of the other  Loan  Documents  or  otherwise
provided  by law to  realize  on the  Collateral.  After  maturity,  whether  by
acceleration or otherwise,  the Loans will bear interest  (computed and adjusted
in the same manner,  and with the same effect, as interest on the Loans prior to
maturity) payable on demand at a rate or rates


<PAGE>


                                                     - 7 -

otherwise  borne by the Loans  plus 4% per  annum,  in all cases  until paid and
whether before or after the entry of any judgment thereon.

                  Miscellaneous.

     Amendment.  This  Loan  Agreement  may not be  amended  except in a written
agreement signed by an authorized  officer of Borrower and Lender.  Any variance
from the terms of this Loan  Agreement and the other Loan Documents is permitted
only with the prior written consent of an authorized officer of Lender.

     Law;  Jurisdiction;  Venue.  This  Loan  Agreement  is deemed to be made in
Georgia,  and all the rights and  obligations  of Borrower and Lender  hereunder
shall in all respects be governed by and construed in  accordance  with the laws
of the State of Georgia,  including  all matters of  construction,  validity and
performance.  Without  limitation  on the ability of Lender to exercise  all its
rights to initiate and prosecute in any applicable  jurisdiction matters related
to loan repayment,  the obligations hereunder, the Collateral and other security
for the  obligations,  Borrower and Lender  agree that any action or  proceeding
commenced  by or on behalf of the  parties  arising  out of or  relating  to the
obligations and/or the loan documents,  the Collateral and/or any other security
for the obligations,  shall, at Lender's option,  be commenced and maintained in
the district  court of the United States for the District of  Connecticut or any
other court of applicable jurisdiction located in Connecticut.

     Delay.  No  delay,  omission  or  forbearance  on the part of Lender in the
exercise of any power or right shall  operate as a waiver,  nor shall any single
or partial delay,  omission or forbearance limit the exercise of any other power
or right.  The rights and remedies of Lender  herein  provided  are  cumulative,
shall be interpreted  in all respects in favor of Lender,  and are not exclusive
of any other rights or remedies provided by law.
    
 Time Is of the Essence.  Time is of the essence in the  performance of this
Loan Agreement and the Loan Documents.
                          
     Notification.  Borrower  agrees to  immediately  notify  the  Lender of any
violation or breach of any representation,  warranty,  covenant or condition set
forth herein or in any of the Loan Documents.

     Release of Collateral. Borrower acknowledges that Lender reserves the right
not to release the  Collateral  until the date that is ninety one (91) days from
the date the Senior Note is repaid. Notwithstanding the foregoing, Lender agrees
to subordinate the reserved lien to the lien of any source of the funds to repay
the Senior Note on terms and conditions  reasonably acceptable to Lender and its
counsel.

     Assignment.  Lender may assign this Loan  Agreement,  the Senior Note,  the
Security   Agreement,   the  Warrant  and  its  rights  hereunder  only  to  any
partnership,  firm,  corporation,  limited  liability  company  or other  entity
controlled by John H. Laeri, Jr.


                     (remainder of page intentionally blank)


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                                                     - 8 -

         IN WITNESS  WHEREOF,  the parties have executed this Loan  Agreement on
the date first set forth above.


                                                     GOLF TRAINING SYSTEMS, INC.


                                                     By:
                                                              Name:
                                                              Title:




                                                     JOHN H. LAERI, JR.







<PAGE>
                                 LOAN AGREEMENT

                                     between

                           GOLF TRAINING SYSTEMS, INC.

                                       and

                               JOHN H. LAERI, JR.


                           ---------------------------

                          Dated as of December 31, 1997
                           ---------------------------


<PAGE>


                                TABLE OF CONTENTS
                                                                           Page

1.  Initial Loan Closing......................................................1

2.  Subsequent Loan Closing; Maturity of Term Loan............................2

3.  Representations and Warranties............................................2
    (a)  Corporate Items......................................................2
    (b)  Authorization........................................................2
    (c)  Actions..............................................................3
    (d)  Liens................................................................3
    (e)  Sufficient Capital...................................................3
    (f)  Environmental Matters................................................3
    (g)  Compliance...........................................................3
    (h)  Liabilities..........................................................3

4.  Affirmative Covenants.....................................................3
    (a)  Statements...........................................................4
    (b)  Access; Additional Reports...........................................4
    (c)  Notices..............................................................4
    (d)  Environmental........................................................4
5.   Negative Covenants.......................................................4

6.   Collateral...............................................................5

7.   Conditions to the Loans..................................................5
     (a) Supporting Documents.................................................5
     (b) Certificates of Good Standing and Secretary's Certificate............5
     (c) Fees and Expenses....................................................6
     (d) Other Documents......................................................6

8.   Events of Default; Collateral Realization................................6

9.   Miscellaneous............................................................7
     (a)  Amendment...........................................................7
     (b)  Law; Jurisdiction; Venue............................................7
     (c)  Delay...............................................................7
     (d)  Time Is of the Essence..............................................7
     (e)  Notification........................................................7
     (f)  Release of Collateral...............................................7
     (g)  Assignment..........................................................7



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